IT CONTRACT LAW FOR PROJECT MANAGERS Rachel Burnett, Solicitor BCS Vice President Forums January 2004

Burnett IT Legal Services January 04 2 IT CONTRACT LAW FOR PROJECT MANAGERS THEMES Copyright & database right The Web & the law Legal risk management Structuring the contract Which contract to use? Standard terms & conditions Contract boundaries Project expectations & results Supplier/customer relationship

Burnett IT Legal Services January 04 3 IT CONTRACT LAW FOR PROJECT MANAGERS INTELLECTUAL PROPERTY RIGHTS IPR Economic value Nationally created laws Ensure: –Legal protection of rights which you own –Legal entitlement to use others rights

Burnett IT Legal Services January 04 4 IT CONTRACT LAW FOR PROJECT MANAGERS COPYRIGHT Owning, licensing & assigning copyright General lessons –Restrict use –Copyright notices & technical devices –Written contracts for contractors –Confidentiality & restrictive covenants –Licences for third party software

Burnett IT Legal Services January 04 5 IT CONTRACT LAW FOR PROJECT MANAGERS DATABASE RIGHT Prevent extraction or re-utilisation Makers right Practical implications –Value-added elements –Continuous improvement –Define permitted use

Burnett IT Legal Services January 04 6 IT CONTRACT LAW FOR PROJECT MANAGERS THE WEB & THE LAW Different jurisdictions & legal systems Illicit content Basic information on-line Consumer rights Forming contracts on-line

Burnett IT Legal Services January 04 7 IT CONTRACT LAW FOR PROJECT MANAGERS LEGAL RISK MANAGEMENT & THE CONTRACT Importance of contract Allocating interests & responsibilities Identifying important issues Catering for contingencies Acting as source of reference Enabling enforceability

Burnett IT Legal Services January 04 8 IT CONTRACT LAW FOR PROJECT MANAGERS STRUCTURING THE CONTRACT Framework agreement Schedules, appendices & associated agreements Development methodologies

Burnett IT Legal Services January 04 9 IT CONTRACT LAW FOR PROJECT MANAGERS DEVELOPMENT METHODOLOGIES & CONTRACT STRUCTURE Methodologies –Conventional/traditional –Iterative/prototyping Implications for the contract –Meeting requirements –Project management –Change control –Acceptance criteria

Burnett IT Legal Services January IT CONTRACT LAW FOR PROJECT MANAGERS WHICH CONTRACT? Suppliers or customers Battle of the Forms

Burnett IT Legal Services January IT CONTRACT LAW FOR PROJECT MANAGERS LIMITING LIABILITY: STANDARD TERMS & REASONABLENESS Standard terms & conditions Unfair Contract Terms Act 1977 UCTA Reasonableness

Burnett IT Legal Services January IT CONTRACT LAW FOR PROJECT MANAGERS CONTRACT BOUNDARIES Entire agreement clause Fraudulent misrepresentation Negotiating & adapting standard terms Combining contract clauses

Burnett IT Legal Services January IT CONTRACT LAW FOR PROJECT MANAGERS IT CONTRACTS: EXPECTATIONS & RESULTS Complete failure of supply c.f. Failure to meet the whole specification exactly

Burnett IT Legal Services January IT CONTRACT LAW FOR PROJECT MANAGERS IT CONTRACTS: SUPPLIER/CUSTOMER RELATIONSHIP Co-operate (at arms length) Relative bargaining strengths

Burnett IT Legal Services January IT CONTRACT LAW FOR PROJECT MANAGERS LESSONS FOR IT CONTRACTS Relate the legal contract to the context Laws, cases, commercial practice: –All relevant –All evolving Use the contract to add value

Burnett IT Legal Services January IT CONTRACT LAW FOR PROJECT MANAGERS IT & LAW – THE CHALLENGES Protecting valuable intangible assets Regulatory environment International business environment Continuing innovation